Vermont Group Net Metering Information and Guidelines

Vermont Group Net Metering: Information &
Guidelines for 150 kW (AC)
Community Solar Projects
This Guide is a publication of the Vermont Law School Energy Clinic
January 2015

ii
TABLE OF CONTENTS
1. ACKNOWLEDGEMENTS 1
2. EXECUTIVE SUMMARY 2
3. INTRODUCTION 3
4. PART ONE: OVERVIEW OF GROUP NET METERING 5
4.1 INTRODUCTION 5
4.2 NET METERING LAW IN VERMONT 6
4.21 30 V.S.A. SECTION 219A AND ACT 99 6
4.22 30 V.S.A. SECTION 248A 7
4.23 PUBLIC SERVICE BOARD RULE 5.100 GROUP SYSTEM REQUIREMENTS 7
4.24 PUBLIC SERVICE BOARD RULE 5.500 INTERCONNECTION PROCEDURES 7
4.25 CERTIFICATE OF PUBLIC GOOD 8
4.3 THE FUTURE OF NET METERING 8
4.31 STATE PROGRAM 8
4.32 FEDERAL PROGRAM 10
5. PART TWO: ESTABLISHING A PROJECT 11
5.1 INTRODUCTION 11
5.2 FORMING A GROUP 12
5.21 CONTACT THE SERVICE UTILITY 12
5.22 FIND A SITE 12
5.23 FINANCING 16
5.24 ESTABLISHING GROUP GOVERNANCE AND GROUP PROCEDURES 22
5.3 CERTIFICATE OF PUBLIC GOOD APPLICATION 29
6. CONCLUSION 30

iii
Appendix A: Abbreviations
Appendix B: Utility Contact List
Appendix C: Certificate of Public Good Application
Appendix D: VLS Model LLC Agreement
Appendix E: VLS Model Land Lease Agreement
Appendix F: Business Entities for Net Metering Groups
Appendix G: Understanding Renewable Energy Credits

1
1. Acknowledgements
This report is a work product of the Vermont Law School’s Energy Clinic. The Energy Clinic is
an academic program of the Institute for Energy and the Environment. The Energy Clinic
provides opportunities for students to progressively develop the knowledge, skills, and values
integral to the practice of energy law and policy while helping our clients meet local energy
needs with reliable, clean and affordable resources. Energy Clinicians undertake energy projects
that integrate doctrine, theory, and practice to resolve energy policy challenges in a sustainable
and socially equitable manner for both the local community and the world. For more
information about the energy clinic you can contact us at energyclinic@vermontlaw.edu
Central to the success of the Energy Clinic is partnering with clients working on important
energy policy issues. We would like to acknowledge the support of our two clients for this
project, the Vermont Natural Resources Council and The Town of Thetford’s Energy
Committee. We would also like to acknowledge the hard work of the lead authors of this report,
Jonathan Willson, Master’s in Energy Regulation and Law Candidate, 2015 and David Huang,
Juris Doctor Candidate, 2015, University of California, Hastings College of the Law and
Vermont Law School Visiting Scholar during Fall 2014. The Energy Clinic is led by Professor
Kevin B. Jones, Deputy Director of the Institute for Energy and the Environment and Samantha
Mashler, MERL Fellow and LL.M in Environmental Law Candidate 2015. Others at the Energy
Clinic who have contributed significantly to the guide include Mark James, Global Energy
Fellow, LL.M. in Energy Law Candidate 2016, Carla Santos, Global Energy Fellow, LL.M. in
Energy Law Candidate 2015, Viggo Fish, JD/MERL Candidate, 2015, Taylor Curtis, JD
Candidate 2015, Angélica Valderrama, JD/MERL Candidate 2015, Thea Reinert, JD/MERL
Candidate 2015, Bryan Mornaghi, JD/MELP Candidate 2015 and Michael H. Dworkin,
Professor of Law and Director, Institute for Energy and the Environment. We would also like to
thank Jenny Thomas, our Institute Coordinator, for her support.
Disclaimer
The contents of this report are for informational purposes only and should not substitute
for professional legal advice. Readers should contact a licensed attorney in the relevant
jurisdiction for counsel with respect to any particular questions or issues concerning developing
a community-owned group net metering project. The opinions expressed herein are the opinions
of the individual authors and may not reflect the opinions of Vermont Law School.

2
2. Executive Summary
Vermont Law School’s Energy Clinic created this guide to assist Vermonters developing
community-owned solar facilities under 150kW (AC) through Vermont’s group net metering
program. This guide specifies how communities form a net-metering group and find a site for an
array. It also clarifies the options available for financing and managing the array while
maintaining complete ownership of the project. Although the Energy Clinic developed the guide
based on the rules for group net metered systems located in the Green Mountain Power service
territory, many provisions are applicable across the state.
Part One of this guide provides an overview of Vermont’s current net metering laws and
regulations. This document then discusses the future of Vermont’s net metering program, and
the expected changes in federal tax incentives, starting in 2017.
Part Two of this guide provides a step-by-step process for establishing a group that
conforms to state law and enhances the financial benefit for each member of the group,
regardless of the member’s tax status.
The Appendix provides resources referenced in this guide, including: a list of
abbreviations used in this report; contact information for Vermont utilities; a Certificate of
Public Good (CPG) application; an overview of the different entity models available to net
metering groups; an overview of renewable energy credits (RECs); and the Energy Clinic’s
sample contracts that encompass the legal requirements that this report analyzes.

3
3. Introduction
Group net metering allows individuals within a service territory to form a group that
distributes their shared renewable energy facility’s generated power and environmental
attributes.1
One enormous benefit of this arrangement is the freedom for customers who cannot
host solar panels, like those dwelling in apartments and condominiums, to join with other
consumers to invest in renewable energy.
The VLS Energy Clinic supports the retention of all benefits of renewable energy by
those who pay for and install generating systems. To that end, this guide clarifies the regulatory
and financial constraints of owning and operating a community-owned solar facility in Vermont.
The model advocated in this guide allows participants to control and enjoy all generated benefits
of the project. Under this model, participants own a share of the facility from the inception of its
development.
This guide summarizes Vermont’s group net metering laws and regulations for
community-owned solar facilities of 150kW (AC) or less. This model is ideal for individuals,
businesses, not-for-profits, and municipalities. This flexible model maximizes the economic and
environmental benefits for solar development. We focus on solar arrays no larger than 150kW
for two reasons. First, solar arrays under 150 kW are not subject to the costly and time intensive
11
“environmental attributes” are defined as “the characteristics of a plant that enable the energy it produces to
qualify as renewable energy and include any and all benefits of the plant to the environment such as avoided
emissions or other impacts to air, water, or soil that may occur through the plant’s displacement of a nonrenewable
energy source” (30 V.S.A. §8002[6]). These environmental attributes are monetized as Renewable Energy Credits
(RECs). In a sense, renewable energy credits are like a currency. Much like a typical form of currency, RECs are
expendable and fungible. Once a REC is used, i.e. sold, retired, traded, it cannot be used again. Only one party can
own the environmental attributes at any given time.

4
regulatory requirements that must be met by systems over 150 kW. Second, solar arrays account
for an overwhelming majority of the installed net metering capacity (93.5%) in Vermont2
.
Part One of this guide covers the existing laws and rules that govern group net metering
in the state of Vermont, as well as the role of the Public Service Board (“PSB” or the Board) in
approving group net metering projects. Part One also addresses predicted state and federal
changes that will affect the legal future of net metering in Vermont. The Vermont Public Service
Department is required to submit studies and suggestions to the legislature regarding Vermont’s
net metering laws and a Renewable Portfolio Standard.3
The result of these efforts could reshape
Vermont’s policy by January 1, 2017. At the federal level, significant tax policy changes will
also affect the Vermont residents’ investment decisions in community solar energy. Generous
federal tax benefits for residential and commercial taxpayers who choose to install a net metering
system are set to expire at the end of 2016.4
Part Two gives a step-by-step guide for establishing a group net metering project.
Specific requirements including communication with the serving utility, siting process, group
governance, and financing options are described in detail. The Appendix contains additional
resources that communities can use as a guide when building a solar facility. These resources
include a sample LLC operating agreement, land lease agreement, and the application forms
necessary for interconnection to the grid and obtaining a Certificate of Public Good (CPG).
2
VT Public Service Department. Evaluation of Net Metering in Vermont Conducted Pursuant to Act 99 of 2014
(2014).
3
30 V.S.A. §8010(d)
4
26 U.S.C §48

5
4. Part One: Overview of Group Net Metering
4.1 Introduction
When establishing a community net metering group, participants should be attentive to
Vermont’s net metering laws and the state and federal financial incentives available to net
metered customers. Projects which finalize construction prior to January 1, 2017 may take full
advantage of a simple application process and generous financial incentives. Both the legal and
financial landscape of net metering could change dramatically by 2017.
Subsection A provides an overview of group net metering law in Vermont, including:
 30 V.S.A. Section 219 which governs Vermont’s net metering program;
 30 V.S.A. Section 248a, which governs siting procedures for electric generation
facilities;
 Public Service Board Rule 5.100, which implements 30 V.S.A. Section 219;
 Public Service Board Rule 5.500, which establishes interconnection requirements;
and
 Obtaining a Certificate of Public Good (CPG).
Subsection B discusses the future of net metering at the state and federal level. In addition to
the changes Act 99 made to Vermont’s net metering program, the Act also requires that the
Public Service Board develop a new net metering program that will commence on January 1,
2017. At the federal level, the tax incentives that currently support renewable installation are set
to expire in 2016 for residential customers and will be reduced significantly for commercial
customers. It is unclear at this time whether these incentives will be renewed.

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4.2 Net Metering Law in Vermont
4.21 30 V.S.A. Section 219a and Act 99
In 2013, the Vermont Legislature amended 30 V.S.A. Section 219a, Vermont’s net
metering statute, with the passage of Act 99. This Act makes a number of changes to Vermont’s
net metering law which are relevant to those interested in participating in a group net metering
system. These changes include:
 An increase in the threshold of net metering participation that utilities must allow from
4% of peak capacity to 15% of peak capacity;
 A reduction in the solar credit for systems over 15 kW to 19 cents, down from 20 cents;
 New guidelines for the ownership and transfer of the environmental attributes of
generation.
 Authorization for a number of pilot projects for qualifying utilities, including special
provisions for landfill solar development.
 Authorization for utilities whose power supply portfolio is 90 percent renewable to
establish an alternative net metering program, and electric cooperatives to develop pilot
net metering projects.5
In 2017, the state legislature will repeal the current 30 V.S.A. Section 219a and replace it with “a
statute that provides policy direction to the Public Service Board for a revisited net metering
program that would be governed by Board rules.”6
This timeframe provides an incentive for
participants to initiate the group approval process before January 2017. All systems in place by
December 2016 will be governed according to 30 V.S.A. Section 219a. Repeal of this section
5
Vt. H.B. 702, Statement of Purpose (2014)
6
Ibid.

7
will not affect systems that obtained a Certificate of Public Good (CPG) under the terms of this
law.
4.22 30 V.S.A. Section 248a
30 V.S.A. Section 248 governs the siting and construction of new electric facilities.
Before construction can begin on any new electric generation facility, the developer must obtain
a Certificate of Public Good (CPG). Act 99 dramatically simplified the application process for
any solar installation sized between 15kW (AC) and 150kW (AC). When evaluating a proposed
solar facility under 150kW (AC), the PSB will generally waive all but four of the requirements
found in Section 248: (1) Orderly Development, (2) Stability and Reliability, (3) Environmental
Considerations, and (4) Outstanding Resource Waters. The required elements will be discussed
in greater detail in the “Find a Site” section in Part Two of this report.
4.23 Public Service Board Rule 5.100 Group System Requirements
The Vermont legislature, through Section 219, delegated the responsibility to implement
the state’s group net metering program to the PSB, which in turn, has promulgated Rule 5.100 to
achieve those ends. Rule 5.100 provides “the standards and procedures governing application for,
and issuance of revocation of, a Certificate of Public Good for net metering systems under 30 V.S.A.
219a, 219b and 248. This rule also incorporates the technical specifications related to
interconnection requirements and safety standards for net metering systems.”7
Rule 5.100 also
provides billing guidelines and schedules for the consumer and utility.
4.24 Public Service Board Rule 5.500 Interconnection Procedures
Rule 5.500 establishes the interconnection standards for the solar facility. The contractor
hired to install the system will generally ensure that the solar facility meets all interconnection
7
Vt. PSB 5.101

8
requirements. However, participants should familiarize themselves with these guidelines
because the Board requires a separate interconnection application to be filed along with the CPG.
The rule also explains the process for contacting the host utility, guidelines and fees for the
interconnection application, the details of the fast track program, and feasibility and grid impact
study requirements.
4.25 Certificate of Public Good
Pursuant to 30 V.S.A. Section 248, every new electric generation facility must obtain a
Certificate of Public Good (CPG) before initiating construction. The PSB has a fairly simple
application process for projects between sized 15kW and 150 kW. The application for a CPG for
a project in this range is on the PSB’s website8
and is attached to this report as Appendix C.
After a group submits the application form to the Board, utilities and other citizens have the
opportunity to comment on the project. If the Board does not receive comments within ten days,
then it will issue the CPG on the eleventh day and “the applicant may commence construction of
the system.”9
Once the net metering group obtains a CPG, the group will work exclusively with
the host utility and the developer to complete the project.
4.3 The Future of Net Metering
4.31 State Program
In 2017, Vermont will repeal 30 V.S.A. Section 219a and replace it with “a statute that
provides policy direction to the PSB for a revisited net metering program that would be governed
by Board rules.”10
Prior to being repealed, Act 99 requires that the PSB, through the Department
of Public Service, deliver recommendations to the legislature regarding net metering
8
A CPG application for a system under 150kW can be found at:
http://psb.vermont.gov/utilityindustries/electric/backgroundinfo/netmetering
9
Vt. PSB 5.110(3)
10
Vt. H.B. 702. Statement of Purpose (2014)

9
deployment, cross-subsidy11
between consumers, renewable energy credit (REC) ownership and
transfer, and the feasibility of an RPS. The first required report was published on October 1,
2014. In this report, titled Evaluation of Net Metering in Vermont Conducted Pursuant to Act 99
of 2014 (2014), the Public Service Department (PSD) acknowledged that the environment in
which distributed generation has developed could be coming to an end. To date, federal tax
subsidies have provided a large portion of the financial incentives for the development of
renewable energy systems. The Department believes,
“[i]t is likely that the solar PV industry in Vermont and around the country will see a
boom from now until the end of 2016...Once Federal tax treatment changes, however, the
industry will be at risk of a significant drop in activity, with associated economic
hardship for particular firms and their employees. If this bust is sharp and deep, it may
hamper the industry’s ability to rebound, and thus the state’s ability to meet long‐term
renewable energy goals. To that end, stakeholders and the PSB should consider industry
impacts when evaluating the impacts of different policy options for the post‐2016
period.”12
The PSD’s report indicates that the Board will consider the potential changes in the federal tax
climate when engaging in workshops and rulemaking proceedings prior to the 2016 legislative
session. These considerations are likely to appear in the Board’s 2016 report to the General
Assembly regarding net metering in Vermont. The legislature will then use the PSB’s
11
Cross-subsidy refers to the potential that net metering is shifting the cost of grid maintenance and services on to
traditional customers. In 2017, The Vermont legislature may adjust net metering billing standards to include a grid
services charge. For a full analysis of cross-subsidy, see:
http://publicservice.vermont.gov/sites/psd/files/Topics/Renewable_Energy/Net_Metering/Act%2099%20NM%20St
udy%20FINAL.pdf
12
(2014).

10
recommendations to construct a new net metering program, which will commence on January 1,
2017.
4.32 Federal Program
Customers establishing a net metering group should begin construction as soon as
possible to maximize available tax benefits. Investment in PV equipment installed and
generating electricity by December 31, 2016 will qualify for the Federal Commercial Investment
Tax Credit13
or the Federal Residential Investment Tax Credit14
. Either ITC results in a 30% tax
credit. The Commercial ITC is available to commercial, industrial, utility, and agricultural
investors in solar energy, while the Residential ITC is available to residential investors. In the
absence of congressional action to renew the credits, the Commercial ITC will expire at the end
of 2016, ramping down from 30% to 10%, and the Residential ITC will disappear completely.
This guide will describe these credits in further detail below in Section Two, Subsection C.
13
26 Internal Revenue Code §48, 26 U.S.C. 48
14
26 Internal Revenue Code §25D, 26 U.S.C. 25D

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5. Part Two: Establishing a Project
5.1 Introduction
Customers who are ready to form a net metering group must be cognizant of the legal,
financial, logistical, and organizational constraints that lie ahead. This section details the various
considerations involved in establishing a community-owned solar array between 15 kW and 150
kW (AC) that participants should heed in order to obtain a Certificate of Public Good (CPG).
Each net metering group will face unique circumstances that will require specialized solutions
within regulatory and financial constraints.
First, the net metering group must determine whether the host utility is obliged to accept
the net-metered project. Vermont law only requires that utilities make 15% of peak demand
available for net metering. Finding a site that conforms to the standards set forth in 30 V.S.A
Section 248a then becomes the top priority. Fortunately, solar facilities of 150kW or less are
exempted from many Section 248 requirements. Section B details the remaining requirements
that a site must satisfy. Section C discusses the various financing mechanisms available to net
metering participants. The appropriate mechanism for participating groups will depend largely
on group construction.
Once the net metering group secures a location and financing for the solar array, group
governance and procedure must be established. Section D describes the organizational
requirements groups must meet in order to obtain a CPG. These include electricity credit
distribution, dispute resolution, the designated contact person, and renewable energy credit
(REC) ownership.
This guide concludes with an overview of the CPG application process. For systems
under 150 kW, there is a four page application and ten day comment period. If no comments

12
have been filed, then on the eleventh day a CPG will be issued and construction on the project
can commence.
5.2 Forming a Group
5.21 Contact the Service Utility
First, prospective net metering participants should contact their utility to determine if the
utility is obliged to accommodate the generation from their project. Vermont law requires that
utilities make 15% of their peak cumulative capacity eligible for group net metering systems.
Once utilities reach the cap, they are not legally required to accept additional generation. The
contact information for each Vermont utility is attached to this report as Appendix B.
5.22 Find a Site
30 V.S.A. Section 248a governs the siting and construction of new electric facilities.
When evaluating a new solar facility, the PSB will waive the majority of the requirements found
in Section 248a. However, four requirements cannot be waived: Orderly Development, Stability
and Reliability, Environmental Considerations, and Outstanding Resource Waters.15
Orderly Development/ Comprehensive Planning
Developers and other parties building community solar projects should review the
relevant comprehensive plans of the county and municipality to ensure the project’s compliance
with the planning instruments of the region. To ensure compliance with these planning
instruments16
, early and extensive communication with the town and county planning
commissions and local legislative bodies17
regarding the physical details of the project is
essential. In order to obtain a CPG potential projects must not “unduly interfere with the orderly
15
PSB Rule 5.108(B)
16
In Vermont, these planning instruments are generally the town and county regional plans. Zoning ordinances are
afforded less review in the CPG application process.
17
In Vermont, the town select board generally serves as the local legislative body. Residents of the town also serve
as the legislative body through town meeting.

13
development of the region.”18
After the net metering group submits the CPG application, the
PSB will take into consideration the “recommendations of the municipal and regional planning
commissions, the recommendation of the municipal legislative bodies, and the land conservation
measures contained in the plan of any affected municipality” to inform their decision.19
Stability and Reliability/Interconnection Requirements
In order to optimize distributed generation as a grid resource, renewable facilities should
connect to three-phase power lines when possible. Single-phase and three-phase power lines are
the most common method for electrical transmission in Vermont. Three-phase power
distribution lines transfer electricity over long distances, while single-phase power generally
enters homes and businesses to power appliances. Three-phase power lines can handle a higher
electricity load, making them a key piece of the electricity infrastructure needed for the
integration of renewable facilities. While proximity to three-phase power distribution lines20
greatly improves the chances of interconnection, many single-phase power distribution lines can
accommodate the capacity added by a 150kW system without disrupting grid stability and
reliability. The solar developer installing the group system must communicate directly with the
utility regarding interconnection requirements.
Environmental Considerations/Outstanding Water Resources
When siting the project, participants should be attentive to the proximity of bodies of water that
have exceptional natural, recreational, cultural, or scenic values. Section 248a requires that
before the Board approves a CPG, it must find that the project does not affect, and is not located
on “any segment of the waters of the State that has been designated as outstanding resource
18
Ch. 5. 30 V.S.A. Section 248(b)(1)
19
Id.
20
For an interactive map of Green Mountain Power’s three-phase distribution system, see:
http://www.greenmountainpower.com/innovative/solar_capital/3-phase-service-in-vermont/

14
waters by the Secretary of Natural Resources.”21
The Agency of Natural Resources’ website
contains a map of these outstanding resources waters.22
Optimal Siting and the “Quechee” Test
Participants must evaluate potential sites for their proximity to distribution lines that have
available capacity for accommodating a system between 15kW and 150kW, and potential
aesthetic impacts. Proximity to distribution lines restricts the number of potential sites for a solar
array. Most of Vermont’s electricity distribution system runs along the highway system. This
means any potential project will most likely be visible from the road, and those who find the
view unpleasant will have grounds for complaints.
In order to address complaints about the aesthetics of the array, the PSB usually applies
the two-step “Quechee” Test to weigh the public’s aesthetic concerns against the potential
benefits of the project.23
The first step of the test examines five criteria to determine if the
project will have an adverse aesthetic impact on the surrounding area:24
1. The nature of the project’s surroundings.
2. Whether the project’s design is compatible with its surroundings.
3. Whether the colors and materials selected for the project are suitable to the surroundings.
4. From where is the project visible.
5. The impacts on open space.
21
Ch. 5. 30 V.S.A. Sec. 248(b)(8)
22
See http://www.watershedmanagement.vt.gov/planning/images/pl_watershedmap.gif
23
In re Quechee Lakes Corporation, 154 Vt. 543, 550 (1990). 30 V.S.A. Section 219a only requires that systems
exceeding 150kw (AC) be subject to the “Quechee Test”; however, this report includes a review of that Test in order
to provide understanding of how the Board evaluates the aesthetic impacts of solar arrays. While systems under
150kw (AC) are not explicitly subject to the Test, the Environmental Information section of the CPG application
does require applicants “describe the visible and aesthetic impact of the project and why it will not have an undue
effect on aesthetics and the scenic and natural beauty of the area.”
24
Act 250 and Adverse Aesthetic Impacts Criterion Upheld in Quechee Lakes. Vermont Law School Land Use
Clinic (2011). Retrieved from http://openspacevt.wordpress.com/2011/05/13/act-250-and-adverse-aesthetic-
impacts-criterion-8-upheld-in-quechee-lakes/.

15
The Board applies the greatest scrutiny to the first two criteria. Therefore, developers
should design the proposed array with consideration to the system’s surroundings. Participants
should be attentive to the quality of landscaping because it could be an effective means of
mitigation.
If the Board determines that the project has an adverse impact on the surrounding area,
then in the second step, it tests whether the adverse impact will be “undue.” Here, the Board will
consider three criteria:
1. Does the project violate a clear, written community standard intended to preserve the
aesthetic, scenic or natural beauty of the area?
2. Is the project offensive or shocking to the average person?
3. Has the applicant failed to take generally available mitigating steps to improve the
harmony of the proposed project with its surroundings?
The second step of the Test demonstrates the importance of considering the region’s planning
devices, such as the town and county comprehensive plans. When determining an optimal site,
groups should consider the three prongs of the second step of the “Quechee” Test. Prospective
participants should be prepared to mitigate any adverse aesthetic effects of their projects. Early
evaluation of the site based on the test will provide insurance against potential future complaints
against the proposed project to the PSB.
Once a site has been found, the net metering group must work out the legal and financial
relationship with the landowner. The VLS Energy Clinic has developed a model land lease
agreement executed by the landowner, the agent for the group’s LLC, and the solar array
developer. Under our model land lease agreement, the landowner receives a share of the net

16
metering credits generated by the project as compensation for the lease. If the landowner has
any mortgages remaining on his property, then the LLC and the financial institutions should
execute a subordination, non-disturbance and attornment (SNDA) agreement in order to establish
a contractual process in the event of a foreclosure upon the landowner’s property.25
The
Vermont Law School model land lease, attached as Exhibit E, contains an SNDA agreement.
Groups should consult an attorney experienced in Vermont real estate transactions for more
information on Vermont property law.
5.23 Financing
Financing and monetary incentives are critical issues for Vermont residents and small
businesses seeking to participate in community-owned group net metering. The costs of material
for solar arrays have decreased tremendously in recent years.26
However, installation and
maintenance still require a significant financial commitment. This section clarifies the financing
options for prospective participating community members based on the state and the national tax
climate as of January 2015. The October 1, 2014 PSD report on the status of net metering in
Vermont encourages customers to take advantage of the current federal tax incentive structure to
build well-sited distributed net metered generators, including solar PV, in the state between now
and the end of 2016. At the end of 2016, the federal tax credit for solar PV is scheduled to
expire.27
How a group chooses to finance the solar array will depend on how the group chooses to
organize. This report encourages groups to organize in a way that maximizes returns from
25
Morton P. Fisher, Jr. and Richard H. Goldman. Real Property, Probate and Trust Journal Vol. 30, No. 3 (FALL
1995), pp. 355-398. http://www.jstor.org/stable/20782085.
26
By some estimates, prices for household solar photovoltaic systems fell by almost 30 percent from 2010 to 2013.
http://blog.ucsusa.org/cost-of-installing-solar-panels-635.
27
(2014).

17
federal investment tax credits. Group net metering allows individuals, businesses, nonprofits,
and municipalities to join together to govern and finance a solar facility. This section first
identifies the credits that are available to residential or commercial participants through the
federal tax system, and then articulates three avenues through which prospective community
group net metering participants may finance their project. Lastly, this section discusses state-
supported incentives programs and loans, tax-exempt financing options as substitutes or
supplements to personal loan programs of credit unions and banks.
Federal Tax Incentives
Customers who intend to use federal tax incentives to help finance a solar array must
complete construction by December 2016. Developers should take advantage of the federal
investment tax credits to help offset a significant portion of the installed cost of a residential
installation.28
Under the Internal Revenue Code, a 30% federal investment tax credit is available
to both residential and commercial PV systems. 29
There is some urgency in claiming these tax
credits, as the commercial ITC (Internal Revenue Code §48) is set to drop to 10% after
28
JASON COUGHLIN ET AL., U.S. DEPARTMENT OF ENERGY, A GUIDE TO COMMUNITY SHARED SOLAR: UTILITY,
PRIVATE, AND NONPROFIT PROJECT DEVELOPMENT 38 (2012). (Citing Financing Non-Residential Photovoltaic
Projects: Options and Implications, Lawrence Berkeley National Laboratory, Jan 2009.
http://eetd.lbl.gov/ea/emp/reports/lbnl-1410e.pdf.).
29
The Department of Energy asserts in its May 2012 Publication that the Renewable Energy Tax Credit is not
available to community shared solar projects because it only applies to taxpayers who install a solar system on their
own residences. However, in a Q&A guidance notice (hereinafter, “Guidance Notice”) in late 2013, the IRS
instructed that the residential ITC is available to residential tax-payers who want to claim a credit for “off-site” solar
panels that are not installed on “a dwelling . . . used as a residence by the taxpayer.” IRS Q&A on Tax Credits for
Sections 25C and 25D, Q-26, Notice 2013-70. Although this is not an explicit authorization of residential
investment tax credit for community shared group net metering systems, the description of an eligible taxpayer in Q-
26 seems to be consistent with community-owned group net metering participants. Id. Furthermore, the absence of
language strictly prohibiting community shared group net metering systems in both the tax code itself, as well as the
Guidance Notice, is informative of the Legislature’s and the IRS’s intent. Lastly, §25D(e)(4) of Title 26 of the
Internal Revenue Code considers how to allocate the residential ITC to joint occupants who jointly off-take from a
single fuel-cell source, demonstrating that the Legislature allows ITCs for cooperatively funded renewable energy
property intended for joint usage. 26 Internal Revenue Code §25D(e)(4), 26 U.S.C. 25D(e)(4). The Internal Revenue
Code gives the same consideration to “cooperative housing corporations” with regards to qualification for the
residential ITC. Id., at 25D(e)(6). Ultimately, however, this is a legal gray area, and future participants should
consult a tax professional regarding their eligibility for the federal investment tax credit.

18
December 31, 2016, and the residential ITC (Internal Revenue Code §25D) is scheduled to be
discontinued.
Claiming the Commercial Investment Tax Credit
As stated above, §48 of the Internal Revenue Code creates a 30% investment tax credit
for solar photovoltaic (PV) investment in the commercial, industrial, utility, and agricultural
sectors. To be eligible for the Commercial Investment Tax Credit (ITC), qualified systems must
be placed in service before January 1, 2017.
This tax benefit covers expenditures for “energy property” as defined in §48(a)(3)—
which includes solar facilities--and is not subject to a maximum credit limit. Any unused credits
may be carried forward to be used in future years.30
State rebates and grants are not calculated
into the 30% ITC, unless they are considered taxable income.31
Hence, subsidized energy
financing expenditures through a federal, state, or local program designed to produce or conserve
energy cannot be earned back through the credit.
In addition, businesses can use the Modified Accelerated Cost Recovery System
(MACRS) to expense the declining value of qualified PV assets at an accelerated rate on their tax
returns. MACRS qualified businesses can depreciate their PV assets, in the form of a tax
deduction, over a five-year period. The owner of the PV array could then offset other sources of
passive income “with losses generated by accelerated depreciation deductions under
[MACRS].”32
30
Mark Bolinger, An Analysis of the Costs, Benefits, and Implications of Different Approaches to Capturing the
Value of Renewable Energy Tax Incentives, 9 (May 2014). http://eetd.lbl.gov/sites/all/files/lbnl-6610e_0.pdf
31
If the incentive is considered taxable income, then it does not need to be subtracted from the cost basis. Id. at 43.
32
Id. at 39.

19
Utilizing the commercial ITC to develop a community solar project generally requires an
intricate partnership with a tax-motivated investor through tax equity financing. Although there
are different variations33
of this arrangement, the overriding principle remains the same: the
group invites a tax equity investor to monetize the investment tax credit, while the tax equity
investor provides the start-up capital and fills the role of debt-based financing.
Although this is a plausible means to utilize the ITC, it is by no means simple, and comes
with its own unique set of costs. Mark Bolinger of the Lawrence Berkeley National Laboratory
claims that the magnitude of the net benefit conferred by tax equity funding “is diminished by
the fact that tax equity is currently twice as expensive (on a comparable after-tax basis) as the
project-level term debt that might otherwise be used in its place.”34
Thus, if tax equity investors
are brought into the equation to monetize the tax benefits, community groups who want to
develop a group net metering solar array will essentially “forfeit one-third or more of the
economic value of a project’s tax benefits.”35
Given the reduction in customer benefit and the complicated nature of tax equity
financing, we suggest that community solar participants look towards self-financing their group
net metered project from their own savings or through financing with your local bank or credit
union.
33
Sale-Leaseback structure: where the community sells the completed systems in their entirety to a tax equity
investor, and the investor then leases the system back to the community. Partnership Flip structure: where the
community and the tax equity investor partner together to finance and own the project and share in both its risks and
rewards. The community may regain 100% ownership of the assets at reasonable cost after all the tax benefits have
been used by the tax investor. Inverted Lease structure: where first, the community and tax equity investor jointly
fund a “master tenant,” who will be 99% under the tax equity investor’s control. Next, the community and master
tenant fund an “owner/lessor”, who is 51% owned by the community, to own and lease the systems to the tenant.
This method allows the community to keep half the depreciation tax benefits.
34
Mark Bolinger, An Analysis of the Costs, Benefits, and Implications of Different Approaches to Capturing the
Value of Renewable Energy Tax Incentives, 1 (May 2014).
35
Id.

20
Claiming the Residential Investment Tax Credit
The simplest, most straightforward way for participants who are not businesses to finance
their share of the solar array is through personal investment supplemented by the federal 30%
Residential Investment Tax Credit. Like the Commercial ITC, qualified systems must be placed
in service before January 1, 2017 in order to claim the Residential ITC. Among other renewable
energy expenditures, this tax benefit covers expenditures for “solar electric property” defined in
§25D(d)(2) and is not subject to a maximum credit limit. This method requires participants to
rely on their own savings, traditional loans from lending institutions, and/or government
subsidized loan programs to fund their projects, while capturing the 30% tax credit against their
own household income36
.
Net metered projects appear to be able to claim the residential ITC, granted the following
requirements are met:
1. The installed capacity is off-site, or not directly located on the taxpayer’s home.
2. The taxpayer’s net metering contract specifies that the taxpayer owns the energy
transmitted by the solar panels to the utility grid until drawn from the grid at his
residence.
3. The installed system is not used to generate significantly more37
power than is
consumed by that taxpayer at his or her home.
36
In 2013, the IRS issued guidance that confirmed residential tax benefits can be used for solar projects not located
at or on the owner’s residence. This guidance does not necessarily cover all project arrangements. Further IRS
guidance would be helpful. Please consult a tax attorney regarding your eligibility for federal tax incentives.
See http://www.irs.gov/pub/irs-irbs/irb13-47.pdf (Notice 2013-70).
See also: http://www.energycleantechcounsel.com/2013/11/07/irs-opens-the-door-to-expanded-use-of-residential-
section-25d-credit-in-offsite-solar-and-other-renewables-projects/.
37
The IRS did not quantify “significantly more” in its Guidance Notice.

21
The 30% Residential ITC may be applied directly to the taxpayer’s federal income taxes.
Furthermore, if the taxpayer’s liability falls short of the tax credits available for a given fiscal
year, the excess credits may be carried forward to the following taxable year until 2016.
The challenge of financing a community-owned solar array system through loans and the
residential ITC lie in each participant securing their own financing, and forming an association
or agreement that will determine group governance structure and accountability for managing the
solar array.38
Section D will discuss group governance and associations.
State Tax Benefits and Programs
Group net metering participants will be able to take advantage of Vermont’s tax benefits
towards the use of their solar energy generation facility. Any systems over 10kW will be
assessed a uniform $4/kW tax.39
With regards to municipal tax, Vermont gives discretion to each
municipality to waive the property taxes for PV facilities and any land, not to exceed one-half
acre, on which it is built.40
With regards to personal debt equity, some lending institutions like Vermont State
Employees Credit Union41
offer specialized loan options for solar projects.42
38
In the past, community solar groups have formed limited liability companies (LLC) to meet this need. For
instance, the Boardman Hill Community Solar project participants organized an LLC (Boardman Hill Solar Farm,
LLC) to undertake financial, administrative, and management responsibilities for the group’s solar project. (PDF
version of Boardman Hill Solar Farm power point presentation on file with IEE)
39
32 V.S.A. Chapter 215 §8701(b)
40
See http://www.leg.state.vt.us/reports/2012ExternalReports/274975.pdf
41
See VERMONT STATE EMPLOYEES CREDIT UNION, https://www.vsecu.com/articles/invest-in-solar
42
Additionally, the Clean Energy Development Fund (CEDF), a subsidized state loan program, offers low-interest
loans (at a fixed rate of 4%) for renewable energy technologies. Individuals, sole proprietorships, partnerships,
limited liability corporations, corporations, non-profit corporations, Subchapter S corporations, municipalities, and
foreign corporations with Vermont subsidiaries or affiliates are all eligible for the CEDF loan program; however, the
loan amount must be at least $50,000, and cannot exceed $250,000. Given the high minimum amount requirement,
this loan option may only be feasible for community groups that have consolidated their loans.

22
5.24 Establishing Group Governance and Group Procedures
Act 99 and Rule 5.100 require that applicants establish certain group governance
procedures before the Board will award a CPG. Formation of a legal entity may be useful for
group governance and managerial purposes, but prospective participants should ensure that the
ownership interest in the facility remains with the participants rather than being transferred to the
legal entity. Regardless of the legal structure of the group, the CPG application must contain the
following:43
 a process for adding and removing meters; allocation of excess generation;
 a dispute resolution process;
 a designated process for communicating with the host utility, including a
designated communicator; and
 an explanation of the ownership of the renewable energy credits produced by the
group system.
This section describes the choices that must be made for each process and the different
entity structures available to the group to administer the group system. Groups should utilize this
section to evaluate the fit of the following entity structures based on their unique circumstances
and group composition.
In forming a group that will individually own the array and manage the operations of the
LLC, there is much to be said for beginning the process with a core group of individuals who
have a prior relationship with one another. That group could be a local town energy committee,
a church fellowship, a local rotary club, a neighborhood, political committee, or softball league.
Having a core group of individuals and businesses that are willing and able to help the group
43
2014 Vermont Public Service Board Certificate of Public Good

23
reach critical mass and fully subscribe the solar array on a timely basis will expedite the process
and lead to a well- functioning member-managed team.
One concern raised for community solar arrays are federal and state securities laws. We
have structured our model LLC Operating agreement to minimize these concerns by giving the
members direct ownership and control over the operations of the solar array. The Vermont State
Department of Financial Regulation published an Order on this issue in which they illustrate a
securities exemption for Community Solar Projects. This exemption, known as the Vermont
Solar Utility No-Action Exemption (The “SUN Exemption”) provides a test for determining
whether Community Solar Projects will need to register with the Department of Financial
Regulation.44
As background, under the Vermont Uniform Securities Act a “security” is defined
to include an “investment contract,” a term whose definition has gathered a bit of attention.45
In
the United States Supreme Court case, S.E.C. v. W.J. Howey, the Court clarified the definition
finding that an investment contract is “a contract, transaction or scheme whereby a person
invests his money in a common enterprise and is led to expect profits solely from the efforts of
the promoter or a third party.”46
Vermont has, in effect, accepted this Howey Test as evidenced
by their incorporating its terms into their definition of a security:
[The term security also] includes an investment in a common enterprise
with the expectation of profits to be derived primarily from the efforts of a person
other than the investor and a ‘common enterprise’ means an enterprise in which
the fortunes of the investor are interwoven with those of either the person offering
the investment, a third party, or other investors.47
44
See State of Vermont Department of Financial Regulation, Securities Division, Order No. 14-023-S
45
See 9 V.S.A. § 5102(28)
46
S.E.C. v. W.J. Howey Co., 328 U.S. 298-99 (1946]
47
9 V.S.A. § 5102(28)(D)

24
Applying this definition, the Vermont Department of Financial Regulation developed the
following test for determining if any particular investment contract will be considered a
security, thereby requiring registration under the Vermont Uniform Securities Act:
(i) There must be an “investment”;
(ii) in a “common enterprise”;
(iii) with the “expectations of profits”;
(iv) that are “derived primarily from the efforts of a person other than the
investor.”48
Only by meeting each of these four prongs will an investment contract be deemed a
security. By structuring our model operating agreement to give LLC members direct
ownership interest over panels in the Community Solar Project and direct control over the
management and operations of the project, we firmly believe that the fourth prong of the
Howey Test will not be met. What this means is that members of Community Solar
Projects following our guidelines should not need to register the security offering. For
more information on securities regulations, group member should consult an attorney.
Management Structure
Given the management obligations listed above, and the additional obligations that come
with operating and decommissioning the system, this guide recommends that the net metering
group consider the formation of a legal association like a cooperative, limited liability company
(LLC), or multilateral licensing agreement49
for group governance and project management
purposes. For the purposes of our model agreements we have recommended that the group form
48
See 48
See State of Vermont Department of Financial Regulation, Securities Division, Order No. 14-023-S at 2.
49
See Michael Dworkin, Dan Ingold, Ralph Meima, Carey Rosser, Jonathan Voegele, Mary Westervelt. Vermont’s
Clean Energy Development Fund (ARRA) & Powersmith Farm. Vermont Group Net Metering Information &
Guidelines, 14 (December, 2010).

25
a member managed LLC which provides a number of legal and structural benefits for a group net
metered project. Our LLC Operating Agreement--attached to this report as Appendix D--details
the organizational structure and business rules for a typical group net metered project. For tax
purposes, groups should ensure that any corporate form they create should not possess ownership
interest in the solar facility. The IRS has not provided clarification on whether residents may still
claim the 30% Residential ITC if they convey the proprietary interests to the group business
organization like an LLC. However, §25D does allow cooperative housing corporations to claim
the 30% residential ITC on solar electric property expenditures.50
The options for organization
structures available to net metering groups are discussed in Appendix E.
Meter Management
The group must develop methods for adding and removing meters included in the group
system, and determining credit allocation. Groups may add or remove meters only after written
notice to the host utility. The Energy Clinic’s sample LLC Operating Agreement--attached to
this report as Appendix D--has a provision that manages the addition and subtraction of meters.
The group must also provide guidance on how the utility will “allocate any credits among
the meters included in the system.”51
We recommend that groups install a production meter. A
production meter credits the group at the utility’s residential rate, regardless of whether certain
participants are generally billed at the time-of-use or demand rates. This can define the amount
of credit the group will receive.
The group must then choose how it will allocate the kWh production credit amongst its
members. It can allocate kWh credits on a percentage basis or choose to allocate credits in some
50
See 26 Internal Revenue Code §25D(e)(6), 26 U.S.C. 25D(e)(6).
51
Vt. PSB Rule 5.106(A)

26
other manner. For example, a group can choose to allocate credits “such that the bill of one
member or account is first offset, with any additional kWh credits applied to the next group
member(s) or account(s) in an order selected by the customer or group.”52
How the group
determines kWh allocation depends on the makeup of the group. Installing a production meter at
the facility and distributing the production of the system on a fixed percentage basis allows each
participant to be credited most accurately for their capital investment in the project. This
allocation can only be changed on written notice to the electric company from the group’s
designated communicator.
Construction and Management of the Array
Our model agreements envision the group selecting a qualified local solar installer to
construct and turn over to the individual members an operational solar array. The developer of
the turnkey system would be responsible for all permitting, and would execute contracts with
individual group members. The contract between the developer and individual group member
would detail the technical specifications of the array, including any warranties, and a schedule of
deposits and payments that would culminate in construction of the array when minimum levels
of contractual commitments were reached.
Ongoing management and maintenance would be handled by the LLC and funded by
annual operating expense charges billed by the treasurer of the LLC according to the process
detailed in our model LLC operating agreement.
Dispute Resolution
Each group must have “a binding process for the resolution of any disputes within the
group system relating to net metering that does not rely on the serving utility, the Public Service
52
Vt. PSB Rule 5.105 (e)

27
Board or the Public Service Department.”53
This process does not include disputes between the
electric company and individual group members regarding billing, payment, or disconnection.
The Energy Clinic’s model LLC Operating Agreement--attached to this report as Appendix D--
contains an example of a binding arbitration clause.
Communication with the Utility
Each group must also designate a person who will be responsible for all communication
with the service utility, except for communications related to billing, payment, and
disconnection. All communications regarding billing, payment, and disconnection will be sent
directly from the utility to the individual consumer.
Excess Generation Distribution
Groups must establish a process for the allocation of excess generation. At times, usually
during the spring and summer, the group solar array may produce more electricity than the group
can consume. 5.104(A)(3) states: “[i]f, at the end of a billing period, the electricity generated by
the customer or group exceeds the electricity supplied by the electric company the electric
company shall calculate a monetary credit to the customer pursuant to the billing procedures set
forth in Section 5.105.” The monetary credit generated by the excess generation will be applied
to the customer’s bill during months where the customer’s energy usage exceeds energy
production. Groups must be aware that any accumulated credits must be used within twelve
months of the original month the credits were earned or they will revert back to the utility
without compensation.54
The group can most easily establish a process for the allocation of
excess generation by using a fixed percentage calculation to determine the distribution of
electricity production.
53
Vt. PSB Rule 5.106(A)(4)
54
Vt. PSB Rule 5.104(A)(4)

28
Distribution of Renewable Energy Credits
The CPG application must declare “whether the customer retains ownership of the
environmental attributes of any electricity generated by the net metering system or transfers
ownership of those attributes to the interconnecting electric company.”55
This guide
recommends that any agreement establishing a group net metering system require that the
customer retain and retire the environmental attributes,56
rather than transferring them to another
entity as a part of financing tool. Selling the environmental attributes, specifically the renewable
energy credits (RECs), strips the solar array of the characteristics that qualify it as renewable
power. Many developers use REC sales as part of their financing models, so groups may face
resistance from developers if they try to keep the RECs. Groups can retire the RECs by simply
choosing not to sell them. The Energy Clinic’s LLC Operating Agreement--attached to this
report as Appendix D--includes a sample clause that can ensure the environmental attributes are
retained by the customer.
Groups can also surrender ownership of the RECs to the host utility. Under Vermont
law, if the customer chooses to transfer ownership of the RECs to the utility, then the “company
shall retain ownership of and shall retire the attributes and credits received from the customer,
which shall apply toward compliance with any statutes enacted or rules adopted by the State
requiring the company to own the environmental attributes of renewable energy.”57
Surrendering ownership of the RECs to the host utility provides no financial benefit to the group
55
30. V.S.A. 219a(b)(3)
56
“environmental attributes” are defined as “the characteristics of a plant that enable the energy it produces to
qualify as renewable energy and include any and all benefits of the plant to the environment such as avoided
emissions or other impacts to air, water, or soil that may occur through the plant’s displacement of a nonrenewable
energy source” (30 V.S.A. 8002[6]). These environmental attributes are valuated as Renewable Energy Credits. In a
sense, renewable energy credits are like a currency. Much like a typical form of currency, it has the property of
expendability and fungibility. This means that once an amount is used, it cannot be resurrected; however, before it is
used, it may be exchanged for a currency of equal value.
57
Ch. 5. 30 V.S.A. Section 219a(I)

29
and would preclude the group members from individually or as a group claiming or advertising
that they are consuming renewable energy.
Other Considerations
Individual group members should also be aware of the provisions in the net metering
tariff of their local utility. For instance, each electric meter can only participate in one group.
Customers who have home PV systems may also participate in a group net metered project, but
any monthly excess generation from their individual system will be swept into the net metering
group’s account. The utility then distributes the excess generation amongst group members
according the group’s excess generation procedure.58
5.3 Certificate of Public Good Application
Obtaining a Certificate of Public Good (CPG) is a mandatory step in completing a net
metering project. The net metering group must apply for the CPG after they confirm that the host
utility has capacity for their system and they have established the necessary governance and
procedures. CPG application forms are located on the website of host utilities or the website of
the PSB59
, or attached to this report as Appendix C.
The group must send a copy of the application to the following parties: the PSB; the
Vermont Department of Public Service; the host utility; the local planning commission; the local
legislative body (typically the Select Board); the Planning Division of the Agency of Natural
Resources; and all adjoining landowners. Additionally, groups must submit a list of all the
parties notified with the application.60
58
See Green Mountain Power’s net metering tariff:
http://www.greenmountainpower.com/upload/photos/307Self_Generation_and_Net_Metering_2013_10_14.pdf
59
PSB: http://psb.vermont.gov/sites/psb/files/forms/2014revisedNMApplicationForm-1.pdf
60
2014 Vermont Public Service Board Certificate of Public Good Application

30
A group’s submission of an application triggers a thirty-day period for comments and
hearing requests regarding the proposed project. If any party requests a hearing, they must show
that the application “raises a significant issue regarding one or more of the substantive criteria
pursuant to 30 V.S.A. §248.”61
Once the CPG is issued, construction on the solar array can
begin. Under the Energy Clinic’s model operating agreement, obtaining the CPG would be taken
care of by the solar installer retained by the group.
6. Conclusion
Developing a community-owned solar project under today’s regulatory and financial
constraints will be a time-sensitive affair. Vermonters interested in establishing a community-
owned solar array should complete construction by December 2016 to maximize the financial
and regulatory incentives available to such a project. The impending changes to the federal tax
code will reduce the commercial tax incentives for solar installation and eliminate tax benefits
for residential solar installation. Furthermore, Vermont’s group net metering program could also
undergo dramatic changes in 2017.
Full ownership of a group net metered solar array is critical to those who wish to retain
the maximum economic and environmental benefits derived from their own generation of
renewable energy. Many financing models offered by third-party developers may ease the
upfront financial cost of owning a PV system. However, this sometimes comes at significant
long term economic loss, and is often paired with the loss of the environmental attributes that
allow the system to qualify as renewable. By retaining the environmental attributes, including
the RECs, owners maximize their usage of the environmental benefits of their solar array, and
have a direct impact on reducing their own and Vermont’s carbon footprint.
61
Ibid.

31
This guide provides a framework for groups to build on that maximizes the present legal
and financial benefits available to community solar. With it, groups will be able to determine
how the group will be managed, where the project will be located, and how the project will be
financed. That said, every community-owned group net metered project will bear unique
circumstances, and as such, will need to seek unique financial and regulatory compliance
solutions. By using this guide as a starting point, we hope that your group may optimize its
resources to develop a durable and successful community group net-metered solar project.

List of Abbreviations
ANR – Vermont Agency of Natural Resources.
ADR – Alternative Dispute Resolution.
CEDF – Clean Energy Development Fund.
Coop – Cooperative Corporation.
CPG – Certificate of Public Good.
IRS – Internal Revenue Service.
ITC – Investment Tax Credit. Federal tax incentive available to commercial and residential
customers.
GMP – Green Mountain Power Corporation.
kW – Kilowatt or Kilowatts.
kWh – Kilowatt hour or hours.
LLC – Limited Liability Company.
L3C – Low-profit Limited Liability Company.
MACRS – Modified Accelerated Cost Recovery System.
MBE – Mutual Benefit Enterprise, or Limited Cooperative Association.
MLA – Multilateral Licensing Agreement.
PSB – “The Board” or the Vermont Public Service Board.
PSD – Vermont Public Service Department.
PV – Photovoltaic.
REC – Renewable Energy Credit or Certificate. 30 V.S.A. Section 8002 defines “tradeable
renewable energy credits” as “all of the environmental attributes associated with a single unit of
energy generated by a renewable energy resource.”
Appendix A

RPS – Renewable Portfolio Standard. Some states have laws called renewable portfolio
standards which require each electric company to obtain a certain percentage of their power
portfolio from renewable sources.
SPEED – Sustainably Priced Energy Development program. The goal of Vermont’s SPEED
program is to promote the development of in-state renewable energy resources.
V.S.A. – Vermont Statutes Annotated.
Appendix A

VERMONT PUBLIC SERVICE BOARD
ELECTRIC COMPANIES
AUTHORIZED TO OPERATE IN VERMONT
BARTON VILLAGE, INC. ELECTRIC DEPARTMENT
Brian Hanson, Village Supervisor
PO Box 519
Barton VT 05822
(802) 525-4747
BURLINGTON ELECTRIC DEPARTMENT, CITY OF
Neil Lunderville, General Manager
585 Pine Street
Burlington VT 05401
(802) 658-0300
William F. Ellis, Esq.
McNeil, Leddy & Sheahan
271 South Union Street
Burlington, VT 05401
(802) 863-4531
CITIZENS COMMUNICATIONS COMPANY d/b/a Citizens Energy Services
Victoria J. Brown, Esq. (No longer providing service, but has a CPG)
Primmer Piper Eggleston & Cramer, PC
150 South Champlain Street - PO Box 1489
Burlington, VT 05402-1489
(802)864-0880
ENOSBURG FALLS WATER & LIGHT DEPARTMENT, INC., VILLAGE OF
Jonathan Elwell, Village Manager
42 Village Drive
Enosburg Falls VT 05450
(802) 933-4443
ENTERGY NUCLEAR VERMONT YANKEE, LLC
ENTERGY NUCLEAR OPERATIONS, INC.
Michael Colomb, Site Vice President
320 Governor Hunt Road
Vernon, VT 05354
GREEN MOUNTAIN POWER CORPORATION
Mary Powell, President
Charlotte B. Ancel, General Counsel
163 Acorn Lane
Colchester VT 05446
(802) 864-5731
Appendix B

2
Carolyn Browne Anderson, Senior Corporate Counsel
68-70 Merchants Row
Rutland, VT 05702
(802) 747-5511
HARDWICK ELECTRIC DEPARTMENT, TOWN OF
Michael Sullivan, General Manager
123 North Main Street - PO Box 516
Hardwick VT 05843
(802) 472-5201
HYDE PARK ELECTRIC DEPARTMENT, VILLAGE OF
Carol Robertson, General Manager
PO Box 400
Hyde Park VT 05655
(802) 888-2310
JACKSONVILLE ELECTRIC COMPANY, VILLAGE OF
Pamela Moore, Clerk/Treasurer
P.O. Box 169
Jacksonville VT 05342-0169
(802) 368-7010
JOHNSON WATER & LIGHT DEPARTMENT, VILLAGE OF
Duncan Hastings, Village/Town Administrator
PO Box 383
Johnson VT 05656
(802) 635-2301
LUDLOW ELECTRIC LIGHT DEPARTMENT, VILLAGE OF
James V. Pallotta, Controller
9 Pond Street
Ludlow VT 05149
(802) 228-7766
LYNDONVILLE ELECTRIC DEPARTMENT, VILLAGE OF
Kenneth C. Mason, Manager
20 Park Avenue - PO Box 167
Lyndonville VT 05851
(802) 626-3366
MORRISVILLE WATER & LIGHT DEPARTMENT, VILLAGE OF
Craig Myotte, Manager
857 Elmore Street
Morrisville VT 05661-8408
(802) 888-3348
Appendix B

3
NEW ENGLAND POWER COMPANY
d/b/a National Grid
Christopher J. Novak, Esq.
40 Sylvan Road
Waltham, MA 02451
(781) 907-2112
Cleve Kopala, Director
Hydro Relicensing
4 Park Street
Concord, NH 03301
NORTHFIELD ELECTRIC DEPARTMENT, VILLAGE OF
Stephen Fitzhugh, Interim Village Manager
51 South Main Street
Northfield VT 05663-1699
(802) 485-6121
ORLEANS ELECTRIC DEPARTMENT, VILLAGE OF
John Morley, Manager
Municipal Building - One Memorial Square
Orleans VT 05860
(802) 754-8584
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
William J. Quinlan, President and COO
1000 Elm Street - PO Box 330
Manchester NH 03105
(603) 669-4000
STOWE ELECTRIC DEPARTMENT, TOWN OF
Ellen Burt, General Manager
56 Old Farm Road - PO Box 190
Stowe VT 05672
(802) 253-7215
SWANTON VILLAGE, INC. ELECTRIC DEPARTMENT
Reginald Beliveau, Jr., Manager
20 First Street - PO Box 279
Swanton VT 05488
(802) 868-3397
VERMONT ELECTRIC COOPERATIVE, INC.
David Hallquist, Executive Manager
Victoria J. Brown, General Counsel
42 Wescom Road
Johnson VT 05656-9717
Appendix B

4
(800) 832-2667
VERMONT ELECTRIC POWER COMPANY, INC.
Karen K. O'Neill, General Counsel
366 Pinnacle Ridge Road
Rutland VT 05701
(802) 773-9161
VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
President & CEO
Rutland, VT 05701-9223
(802) 773-9161
VERMONT PUBLIC POWER SUPPLY AUTHORITY
David Mullet, Esq., General Manager
PO Box 126
Waterbury Center, VT 05677
(802) 244-7678
VERMONT TRANSCO LLC
General Counsel
Rutland, VT 05701-9223
VERMONT YANKEE NUCLEAR POWER CORPORATION
John J. Boguslawski, Vice President
185 Old Ferry Road - PO Box 8426
Brattleboro, VT 05304-8426
WASHINGTON ELECTRIC COOPERATIVE, INC.
Patricia Richards, General Manager
PO Box 8
East Montpelier VT 05651
(802) 223-5245
Joshua Diamond, Esq.
Diamond and Associates, P.C.
15 East State Street - PO Drawer D
Montpelier, VT 05602
(802) 223-6166
Appendix B

State of Vermont Public Service Board
Application for a Certificate of Public Good for Net Metered Power Systems that
are Non-Photovoltaic Systems Up to 150 kW (AC) in Capacity; or Photovoltaic
Systems Greater Than 15 kW (AC) and up to 150 kW (AC) in Capacity1
Net Metering Customer Name (please print):
General Instructions:
Applicants must complete sections 1-3 and any other sections applicable to the type of system to be
installed. Specific instructions for each type of system are included under the applicable section. For
example, an applicant for a wind turbine system must complete sections 1-3, 5 and 8. Failure to
complete all applicable sections of this application may result in delay or denial. Once the
application form is completed, the applicant must mail the applicable sections of the completed
application to the Public Service Board, the Vermont Department of Public Service, the applicant's
respective utility, and to all other parties as specified in each of the sections applicable to the net
metering project. For example, an applicant for a photovoltaic system installed on an existing structure
is required to mail copies to the Public Service Board, the Department of Public Service, and his or her
utility. Applicants must also submit a list of the persons that they have mailed a copy of the application
to in accordance with the instructions for each type of installation along with the completed application.
It is recommended that the applicant contact their utility prior to applying for a certificate in order to
determine whether the utility's capacity regarding net metering projects has been met, and any utility
specific requirements. Please contact the Public Service Board at (802) 828-2358 if you have any
questions regarding this application form.
Notice To Those With Concerns About The Net Metering Proposal
If you have received a copy of this application, you have the opportunity to comment on the project and
to request a hearing before the Public Service Board to raise any concerns you may have regarding this
project. For all systems with the exception of photovoltaic systems on existing structures, if you wish to
comment to the Public Service Board about this proposal or request a hearing, you must file your
comments with the Board and the applicant within 30 days of the date that the application was sent to
the Board and all required parties; if you wish to request a hearing, you must include your request with
your comments. With respect to photovoltaic systems on existing structures, if you wish to comment to
the Public Service Board about this proposal, you must file the comments and any request for a hearing
with the Board and the applicant within ten working days of the date that the application was sent to the
Public Service Board and all required parties. If you request a hearing, you must make a showing that
the application raises a significant issue regarding one or more of the substantive criteria pursuant to
30 V.S.A. ' 248. The Board may determine to hear evidence on the issue if it concludes that the project
raises a significant issue with respect to one or more of those substantive criteria. Comments and
requests must be in writing and sent to the Board at 112 State Street, 4th
Floor, Montpelier, VT 05620-
2701. If you have any questions, contact the Clerk of the Public Service Board at (802) 828-2358,
e-mail address: psb.clerk@state.vt.us.
1
Applicants for photovoltaic systems of 15 kW or less in capacity must use the Board’s Net Metering Registration Form.
Appendix C

Customer Information
- Section1.
(Please print all information clearly)
Net MeteringCustomerName:______________________________________________________________________________________
Service Address (please includestreet name and number; no P.O.
boxes):_____________________________________________________________________________________
Town/City/State:_____________________________________________________________________________
Zip Code:_______________________________
Mailing Address(ifdifferentfrom above):___________________________________________________________________________________
Daytime telephone:_____________________________________________
Utility & Account #:_______________________________________________
---------------------------------------------------------------
Propertyowner name (if different than above):_________________________________________________________________________
Mailing address:_____________________________________________________________________________________
Town/City/State:_____________________________________________________________________________
Zip Code:____________________________________
Daytime Telephone:_______________________________________________
Isthis an amendment toanexisting system? If so, pleaseindicate theexisting CPGNo. ___________________
Dateapplication wassentto thePublic Service Board and other parties as required bytypeof netmetering project: _____________________
Applicant must indicate thedatetheapplicationwassent totheBoard and other parties,and alsosubmit alist of thenames and addresses
of theparties notified ofthis application alongwith thecompletedapplication.
Installer Information - Section2.
(Please print all information clearly)
Installer Name:______________________________________________________________________________________
Mailing Address:____________________________________________________________________________________
Town/City/State:_____________________________________________________________________________
Zip Code:____________________________________
Daytime Telephone:_______________________________________
e-mail address:______________________________________________________________
Appendix C

Certification - Section3.
The undersigneddeclares,under thepains and penalties of perjury,that:
(1) having exercisedduediligence and made reasonableinquiry, the informationwhichI have provided on this formand any attachmentsis trueand
correct to the best of my knowledge;
(2) the project forwhich this application seeksapproval is in compliancewith the land conservation measures contained intheapplicable TownPlan
whichwouldapply if the project were not subjectto 30V.S.A. ' 248;
(3) the project is in compliancewithall applicable state and federal requirements and has the necessary approvals for operation of this type ofsystem;
(4) any waste generated bytheconstruction of thisprojectwill be disposed of at a state-approveddisposalfacility;
(5) any construction activities willfollow the recommendationsof theVermontErosionControlHandbook(available fromtheAgencyof Natural
Resources, 1-802-828-1535or anr.wsmdstormwatergeneral@state.vt.us);
(6) the system willbe installedin compliancewiththe interconnection safety and technological requirements of PublicService Board Rule 5.100;and
(7) I have sent a copy of this complete application to all parties as required by this form.
(8) Site preparationor constructionof the projectwillnot commenceuntil a certificate ofpublicgood is issued.
Makingfalseor misleading statements on this applicationis subject topenalties under 30V.S.A. ' 30 and/orrevocation of any approval
granted.
Customer Signature________________________________________________________ Date___________________
Installer Signature__________________________________________________________ Date___________________
RenewableAttributeElection:
I electto retain ownership of any renewable attributesassociated with the system (pleasecircleone) yes orno.
I electto transfer ownership of anyrenewableattributes associatedwiththe system totheserving utility (pleasecircleone)yes or no.
If installing aphotovoltaic (PV) system, complete Section 4.*
If installing awindsystem complete,Sections 5and 8.
If installing another type ofnetmetering system, complete Sections 6and 8.
If installing a group system, complete thesectionsapplicable tothenetmetering systememployed and Section 7.
*GroundmountedPV systems must complete Section8 (environmental information). See instructions inSection4 below.
Appendix C

Photovoltaic System (PV) Information - Section4.
PV Module Manufacturer:
Module ModelNumber:____________________________________________________________________________
Numberof Modules:____________________________________________________________________________
Power Ratingper Module:___________________________________DC Watts
Total Array Output:_ DC Watts (no. ofmodules x power rating)
SystemCapacity: AC Watts (ACNameplateCapacity oftheInverter(s))
Inverter Manufacture:_________________________________________________________________________
Inverter ModelNumber:____________________________________________________________________________
Describe the physical location oftheinstallation and/or mountingstructure:
Describe the physical location ofthefacility=s lockable disconnectswitch:
InstallationType(pleasecircleone):an existinghomeor business; anewhome orbusiness; ground mount; other (please
describe)____________________________________________________________________________________
If you are installinga system that isnot attachedto an existingor newhome or business,you must also complete Section8 of this application.
Notice Requirements:
If youare installing a PVsystem on a new orexisting home or business, you must sendcopies ofthis applicationtothe Public Service
Boardat 112 State Street, 4th
Floor,Montpelier,VT05620-2701;the Vermont Department of PublicService at112 State Street, 3rd
Floor,
Montpelier,VT 05620-2601;and yourutility.
If youare otherwise installing yourPVsystem ona new structure, such as a pole-mounted system, then youmust senda copy ofthe
applicationto the Public ServiceBoard;the Vermont Department of Public Service;yourutility;thePlanning Division,Agency of Natural
Resources, 1 National Life Drive,Davis 2, Montpelier,VT 05620-3901;yourlocal planning commission;the municipallegislative body for
the townin which thesystemis to be installed (typically, theselectboard);and all adjoininglandowners.
Please note thatallapplicants must submit alist of the parties notifiedalong withthe completedapplication.
Appendix C

Wind System Information - Section5.
Wind Turbine Manufacturer:________________________________________________________________________________
TurbineModelNumber:____________________________________________________________________________________
TurbineTower Height:______________________ft
TurbineTower Diameter____________________ft
Rotor Diameter:_ ft
Wind TurbinePower Output:_________Watts
(Peakoutputup to 30mphwind speed)
AC Source(circle one): Inverter Synchronous Generator InductionGenerator
If using an inverter,complete thefollowing:
Inverter Manufacturer:________________________________________________________________________________
Inverter ModelNumber:____________________________________________________________________________________
Inverter=s Continuous ACRating:____________AC Watts
System Rated Output:__________AC Watts (wind turbinepower outputx.95)
All applicants for wind systems must also complete Section8 (Environmental Information) below.
If interconnecting a windsystem,youmust sendcopies ofthis applicationto the Public Service Board at 112 State Street, 4th
Floor,
Montpelier,VT05620-2701;theVermont Department of Public Service, 112 State Street,3rd
Floor,Montpelier, VT05620-2601;your
utility;yourlocal planning commission;the municipallegislative body forthe townin which thesystem is to be installed (typically, the
selectboard);the Planning Division,Agency of Natural Resources, 1 National Life Drive, Davis 2, Montpelier,VT 05620-3901;and your
adjoininglandowners.
Appendix C

Other Types of Systems - Section6.
Description of the type ofnet metering systememployed (fuel cell, hydroelectric, biomass, etc.):______________________________
Manufacturer:________________________________________________________________________________
Model Number:____________________________________________________________________________________
Rated Power Output (AC continuous):___________
System Rated Output (power outputx.95) :_ AC Watts
AC Source(circle one): Inverter Synchronous Generator InductionGenerator
If using an inverter,complete thefollowing:
Inverter Manufacturer:________________________________________________________________________________
Inverter ModelNumber:____________________________________________________________________________________
Inverter=s Continuous ACRating:_ AC Watts
Describe the physical location ofthefacility's lockabledisconnect switch:
All applicants forsystems underthis sectionmust alsocomplete Section 8 (Environmental Information) below.
Applicants forhydroelectric and biomass systems must submit copies of all necessaryfederal and stateapprovals fortheproject alongwith
this application.
Applicants forbiomass systemsthat utilizeoff-site waste resourcesmust providea detailed description of anywaste transportation,
storage, and handlingrelatedto theproject.
If interconnecting asystem, youmust sendcopies ofthis applicationto the Public Service Board at112 State Street, 4th
Floor, Montpelier,
VT05620-2701;the Vermont Department of Public Service, 112 State Street,3rd
Floor,Montpelier,VT05620-2601;yourutility;your
local planning commission;the municipallegislative body for thetownin which the system isto be installed (typically, the selectboard);
the Planning Division,Agency ofNatural Resources, 1 National Life Drive, Davis 2, Montpelier,VT 05620-3901;and youradjoining
landowners.
Please note thatinorder for asystem to be eligible for net metering it must employ arenewable energy source thatis being
consumedat aharvest rate ator below its naturalregeneration rate, pursuant to Board Rule 5.100.
Appendix C

GroupSystem Information - Section7.
If interconnecting agroup system, applicants must provide the requiredapplicationinformation corresponding to the typeof net metering system(s)
to be constructed as outlined insections 4-6. In addition,applicants must also provide ona separate sheet:
(1) the meterstobe included inthe group systemidentified byaccountnumber andlocation;
(2) the procedurefor adding and removing meters included inthegroup system, and direction as to the mannerin which the servingutility
shall allocate anyaccrued credits among the meters in the group;
(3) a designatedperson,including address and telephone number, responsible for allcommunications from thesystem totheserving electric
utility,except for communications relatedto billing, payment, and disconnection; and
(4) a binding process for the resolutionof anydisputes withinthegroup system relating tonetmetering that does not rely on the serving
electricutility, the PublicServiceBoard or theDepartmentof PublicService.
Please note thatallmeters includedinagroupsystem must be withinthe same electric utilityservice territory inwhichthe
generation facilityis located.
Appendix C

Environmental Information - Section8.
Youmust complete this sectionif youare installing any one of the following:
 APV system on anew structure whichis not a home or abusiness under Section4
 Awindsystem under Section5
 Asystem under Section 6
1. Statewhetherthe systemwill be sited on,near, orwithin any ofthefollowing (answeryesorno): a floodway shoreline_____
stream_____ wetland_____historicsite or district_____rare and irreplaceable natural area_____necessary wildlife habitat_____area where
an endangered species is present_____
If the answer to anyone of theforegoing is yes,please attach a separatesheet:
(a)showingthe location ofthe system in relation to the resource, and
(b) stating the impact which the system, including its installation,will have on the protected resource andwhat measures, if any,will be
taken tominimize anysuch impact.
2. On a separate sheet,describethevisible andaesthetic impact oftheproject andwhyit will not havean undue adverse effect on aesthetics
and the scenicandnaturalbeauty ofthe area. Describe the location ofthe facility in relation to adjoiningproperties and include aspecific
statement aboutthe visibility of thefacility from adjoining properties;and, if it ishighly visible,whatmeasures you have taken, if any, to
minimize the visible impact.
Appendix C

1
OPERATING AGREEMENT
for Member Managed
[NAME OF CORPORATION] LLC1
INTRODUCTION
This Operating Agreement (“Agreement”) is made and entered into by and between
[Company] LLC (“Company”) and the undersigned as an initial member (“Member”) of
[Company] as set forth in Business Purpose and Members herewith.
The undersigned hereby adopt the following Agreement and, in consideration of the
mutual covenants and agreements contained in this Agreement and other good and
valuable consideration, and intended to be legally bound hereby, the undersigned parties
agree as follows:
BACKGROUND
a. The parties are organizing and operating a limited liability company subject to the
conditions in this Agreement, in order to manage a net metered community solar
electric facility (“Facility”).
b. The Members own the Facility pursuant to the conditions of this Agreement.
c. The Facility is intended to offset Members’ electric bill and reduce carbon
emissions from the State of Vermont.
d. The parties have agreed to make certain payments to the Company in order to pay
for the Facility’s operating expenses.
ARTICLE I. ORGANIZATION
Name: The name of the Company is [Name of Corporation] LLC.
Formation: [Company] was granted Articles of Organization as a Limited Liability
Company by the Office of Secretary of State, State of Vermont, effective [Month, Day,
Year]. The rights and obligations of the Members and [Company] shall be as provided
under the Articles of Organization and this Agreement.
Principal Office: The principal office of [Company] shall be such address as may be
designated from time to time by its members or their representative officers.
1 Disclaimer: This agreement is intended as a model agreement that should be
adapted by the user to apply to their specific circumstances and current law. We
recommend that all users of this agreement consult with legal counsel licensed to
practice law in the relevant state on how to apply this model agreement to their
specific circumstances.
Appendix D

2
Purpose of Formation: The [Company] is organized to develop, install, operate, and
manage the solar array and to do any and all things necessary, convenient, or incidental to
that purpose.
Initial registered agent and office: The name and address of the initial registered agent of
[Company] shall be [Name of Agent], [Address of Agent].
ARTICLE II. BUSINESS PURPOSE
Business Purpose: The purpose of [Company] is to serve as an entity that represents the
common interests of the members of [Company] in managing certain administrative and
financial matters on their behalf in connection with their separate acquisition of solar
panels from [Developer] or another company.
Such solar panels are part of a community scale solar photovoltaic array of [capacity in
kW) (the “PROJECT”) in which participants separately purchase and own their solar
panels and, upon becoming members of [Company], are also entitled to a percentage
share of the production from the system’s solar array, net of allocable expenses. Initial
members of [Company] are those who buy into a system of solar panels and its
components, including installation, permitting and monitoring from [Developer]. The
electricity production of the solar panels in the PROJECT is fed into the [Name of
Utility] (“[UTILITY]”) grid and [UTILITY] issues credits on a pro-rata basis to owners’
meters via net metering to offset owners’ electric use.
Members of [Company], as part of the cost of initial members’ purchase of a “turnkey”
system of solar panels and components from [Developer], also own a percentage share of
a certain solar panel array of [Capacity, kW DC] in the PROJECT, the electrical
production from which is fed into the [UTILITY] grid and [UTILITY] issues credits via
net metering to the landowner of the PROJECT site as land lease payments for use of the
site.
ARTICLE III. MEMBERS
Members: Members of [Company] are owners of solar panels in the PROJECT.
Initial Members: The names, addresses and emails of the initial members are listed in
Exhibit A.
Liability of Members: No Member shall be liable, responsible, or accountable, in
damages or otherwise, to any other Member or to the [Company] for any act performed
by the Member with respect to Company matters, except for fraud, gross negligence, or
an intentional breach of this Agreement.
The Company and each Member shall each defend, save harmless, and indemnify the
other from and against any claim, proceeding (whether legal or administrative), and
expenses that are related to this Agreement and that are (i) caused by an act or omission
Appendix D

3
of the indemnifying party or (ii) sustained on or caused by equipment or facilities, or the
use thereof, that the indemnifying party owns or controls.
Each party agrees to waive any claim against the other for indirect, incidental,
consequential or punitive damages, and neither party shall be liable to the other for or as
a result of any proceeding in which rates are reviewed or established for either party by
the Public Service Board or similarly authorized entity. In no event shall [Company] be
liable under this Agreement if the Facility fails to generate electricity or Net Metering
Credits, as a result of [Company] failing to obtain or maintain any necessary permit,
license or governmental approval, or for any error or omission in any filing or
instructions submitted by or on behalf of [Company], when acting as the Administrator of
the Group Net Metering Arrangement to the utility or any governmental entity.
The debts, obligations and liabilities of [Company], a limited liability company, are
solely the debts, obligations and liabilities of [Company]. A member or manager is not
personally liable for any debt, obligation or liability of [Company] solely by reason of
being or acting as a member or manager. (Vermont Statutes Annotated, Title 11 Section
3043(a-b)).
ARTICLE IV. MANAGEMENT
Member Managed: [Company] will be a member managed limited liability corporation.
As such, the management of [Company] will be vested in the members pursuant to 11
V.S.A. § 3054(a). Each member has equal rights in the management and conduct of
[Company’s] business, and any matter relating to the business of [Company] may be
decided by a majority of the members. Each member will have one (1) vote regardless of
the number of panels owned.
General Powers: Members, acting together on behalf of [Company], shall have full,
exclusive, and complete discretion, power, and authority, subject in all cases to the other
provisions of this Agreement and the requirements of applicable law, to manage, control,
administer, and operate the business and affairs of [Company] for the purposes herein
stated, and to make all decisions affecting such business and affairs, including, without
limitation, the power to:
a. Enter into contract with the landowner of [name of site] in [city, state] or another
property, for hosting the site of the PROJECT.
b. Contract for liability and casualty insurance on the PROJECT.
c. Administer the payment of applicable state or other tax obligations on the
PROJECT.
d. Administer the collection from members of annual operating expense fees and the
payment of such amounts due for tax, insurance, maintenance, service and other
operating costs of the PROJECT.
e. Coordinate net metering and other arrangements with [UTILITY].
Appendix D

4
Representative Management: Members shall appoint a board of officers to serve as their
representative management and the following provisions shall apply:
a. Officers: The officers shall act in the name of [Company] and shall supervise its
operation under the direction and management of the members, as further
described below. The officers of [Company] initially shall consist of a registered
agent who is the presiding officer pro-tem, a treasurer, and a secretary, and/or
other officers or agents as may be elected and appointed by the members.
b. Election and term of office: The officers of [Company] shall be elected annually
by the members by a majority vote. The members of [Company] shall have the
right to replace the officers of the Company at any time during the year in the
event of the relocation, illness, or death of an officer, or for any reason that may
come up, for the term determined and by a majority vote.
c. Authority: The initial registered agent, treasurer, and secretary may act for and on
behalf of [Company] and shall have the power and authority to bind [Company]
in all transaction and business dealings of any kind except as otherwise provided
in this Agreement.
d. Treasurer: The treasurer shall be the chief financial officer of [Company]. The
treasurer shall not be required to give a bond for the faithful discharge of his/her
duties. The treasurer shall: (i) have charge and custody of and be responsible for
all funds and securities of [Company]; (ii) receive and give receipts for moneys
due and payable to [Company] from any source whatsoever, and deposit all such
moneys in the name of [Company] in such banks, trust companies, or other
depositories as shall be authorized by members of [Company]; (iii) administer the
collection from members of annual operating expense fees and the payment of
such amounts due for tax, insurance, maintenance, service, and other operating
costs; and (iv) in general perform such other duties as from time to time may be
assigned by the members.
e. Secretary: The secretary shall: (i) be custodian of [Company] records; (ii) keep a
register of name and addresses of members; (iii) administer net metering
arrangements with [UTILITY]; and (iv) in general perform such other duties as
from time to time may be assigned by the members.
ARTICLE V. CONTRIBUTIONS, PROFITS & LOSSES, AND DISTRIBUTIONS
Contributions and interest of members: Members shall make no initial capital
contribution to [Company]. Members’ only contributions to [Company] are periodic
contributions for operating expenses, all of which will be paid out to third party vendors.
Members will own only a pro-rata percentage interest of such contributions, net of
expenses. Each member purchases and owns solar panels separately and independently
from the Company. [Company] has no ownership interest in its members’ solar panels or
in such panels’ electricity productions or net metering credits. [Company] exists as a
Appendix D

5
separate legal entity solely to represent the common interests of the members in
managing certain administrative or financial matters on their behalf in connection with
their acquisition of solar panels in the PROJECT.
Allocation of Net Metering Credits to Landowner: For purposes of this Agreement,
Members agree to allocate [five percent (5%)] of the total electric output of the power
production of the PROJECT, in the form of net metering credits, to the Owner of the
PROJECT site as payment for the use of the site. Such net metering credits shall be
credited to Owner’s [UTILITY] Account (or any successive account designated by the
Owner).
Profits & losses, and distributions: [Company] will have no assets, other than
contributions that are made from time to time by members in respect of expenses.
Operations of [Company] are administrative in nature and are expected to be managed at
a near-zero profit. Because the Company shall not hold any capital or interest there will
be no distributions of moneys to the members.
Tax Status and Tax Credits: [Company] shall have pass-through taxation allowing
company profits to be taxed at individual rates. Any tax credits of [Company] shall be
allocated to the members in proportion to their Percentage Interests as explained in the
Allocation Instruction (Exhibit “C”).
Operating expenses and annual fees: Members are responsible for those expenses
associated to liability and casualty insurance, state and municipal tax, maintenance and
service, and other such expenses in connection with members’ ownership of solar panels
in the PROJECT.
Members shall pay an annual operations expense fee for such expenses in such amount as
may be determined from year to year by the treasurer. The treasurer shall also have the
discretion and right to assess for unexpected or additional expenses during the year,
should they occur, for any reason and as needed.
The annual operations expense fee and any additional expenses shall be pro-rated to
members according to members’ ownership share of the PROJECT. Members operating
expenses are due and payable as determined by [Company]. Members have sixty (60)
days to make any required payment after request therefor. After sixty days [Company]
shall have the right, among other remedies, and without any further demand to the
member, to direct [UTILITY] to halt net metering credits to such member and to
reallocate them to [Company] until the member is brought current.
ARTICLE VI. VOTING; CONSENT TO ACTION
Voting by members: Members shall be entitled to one vote on all matters, which provide
for a vote of the members, regardless of the number of panels owned. Each member has
Appendix D

6
equal rights in the management and conduct of [Company] business, and any matter
relating to the business of the company may be decided by a majority of the members.
Meetings – General and Special: The Members shall hold general meetings from time to
time throughout the year to be determined by members. Such general meetings shall
serve as a time to discuss matters related to the Facility. The date of the last meeting for
any given year must be within six (6) months of the end of the fiscal year.
Upon Member request and subject to majority vote, special meetings may be called in the
interval between general meetings. If approved, the secretary shall provide written notice
of the meeting not less than 15 days nor more than 30 days before the meeting. The
notice shall set the time, place and purpose of the meeting.
Meetings – written consent: Action of the members or officers may be accomplished with
or without a meeting. If a meeting is held, evidence of the action shall be by minutes or
resolution reflecting the action of the meeting, signed by a majority of the members, or
the secretary or such officer who may be designated. Action without a meeting may be
evidenced by written consents signed by a majority of the members, or the secretary or
such officer who may be designated.
ARTICLE VII. ASSIGNMENT OF MEMBERSHIP INTERESTS
Solar Energy Environmental Attributes: A net metered customer (“Net Metered
Customer”) for the purposes of this Section, is defined as a Vermont electric consumer
who receives net metered energy from the Facility, including the Tenants and Owner.
Each Net Metered Customer shall own and retain the environmental attributes of their net
metered energy produced by the Facility and shall have all rights to make any green or
renewable energy claims in regards to their net metered energy. Net Metered Customers
shall not unbundle or separately sell the environmental attributes, including any
renewable energy credits (RECs) or certificates, from the net-metered electricity.
Assignment of Membership Interests: A member may assign, transfer or sell their
bundled interest in their solar panels in whole or in part to a qualified third party in
[UTILITY] utility territory.
Termination of Membership: Membership in [Company] terminates and there are no
further rights and obligations of the member under the Articles of Organization of
[Company] and this Agreement upon the occurrence of the assignment, transfer or sale of
all of a member’s interest in solar panels in the PROJECT to a qualified third party.
Member Default: In the event that a member defaults on their loan agreement with a
financial institution resulting in foreclosure of the member’s solar panels, the financial
institution shall take possession and ownership of said membership including the solar
panels and have the right to assign or sell their ownership share (the foreclosed solar
panels) to a qualified party.
Appendix D

Vermont Group Net Metering Information and Guidelines

Vermont Group Net Metering Information and Guidelines

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